CSA Requests Comments on Proposed Amendments to Non-GAAP and Other Financial Measures Disclosure Requirements

The Canadian Securities Administrators (CSA) are requesting comments on proposed amendments to National Instrument 52-112—Non-GAAP and Other Financial Measures Disclosures (NI 52-112) and related instruments and policies (Proposed Amendments). The Proposed Amendments respond to the new accounting standard, IFRS 18 Presentation and Disclosure in Financial Statements (IFRS 18), issued by the International Accounting Standard Board (IASB), and are intended to ensure that NI 52-112 continues to apply to certain financial measures disclosed outside of financial statements. IFRS 18 will apply to annual reporting periods beginning on or after January 1, 2027.

The Proposed Amendments update the definition of "non-GAAP financial measure" in NI 52-112 in light of new requirements of IFRS 18 related to the disclosure of management-defined performance measures (MPMs). The Proposed Amendments also allow the incorporation by reference of certain information into the notes of an issuer's financial statements, add prominence requirements relating to the use of additional subtotals outside an issuer's financial statements, and codify existing exemptions for issuers that are currently exempt from NI 52-112.

The comment period closes on February 11, 2026.

Background

NI 51-112 and Companion Policy 52-112—Non-GAAP and Other Financial Measures Disclosure (CP 52-112) govern the disclosure of certain financial measures presented outside of an issuer's financial statements, such as non-GAAP. NI 52-112 and CP 52-112 were introduced in 2021 to promote consistent, transparent, and high-quality disclosure for certain financial measures presented outside of an issuer's financial statements.

IFRS 18 contains new requirements related to the disclosure of MPMs and, without the Proposed Amendments, certain financial measures would no longer be subject to NI 52-112. IFRS 18 requires entities to disclose information about MPMs that are reported outside of their financial statements (such as in MD&A, earnings releases, and investor presentations) in a note to the financial statements. However, NI 51-112 currently defines a non-GAAP financial measure as, among other things, one which is not disclosed in the financial statements of an entity. Given IFRS 18's requirement that entities disclose information about MPMs as a note to the financial statements, MPMs would no longer meet NI 51-112's definition of a non-GAAP financial measure.

IFRS 18 also contains a requirement related to the prominence of subtotals not required by IFRS Accounting Standards, and the Proposed Amendments propose a corresponding requirement. IFRS 18 requires additional subtotals presented in primary financial statements, such as the statement of profit or loss, to be displayed no more prominently than the totals and subtotals which are required by IFRS Accounting Standards. The Proposed Amendments include a comparable requirement for additional subtotals which are disclosed outside of an issuer's financial statements.

IFRS 18 will apply to annual reporting periods beginning on or after January 1, 2027.

Proposed Amendments

Key aspects of the Proposed Amendments include:

• Changing the definition of "non-GAAP financial measure": The Proposed Amendments amend the definition of “non-GAAP financial measure” to include MPMs, meaning MPMs disclosed outside an issuer's financial statements under IFRS 18 would remain subject to NI 52-112.
• Allowing the incorporation of information by reference: To avoid duplicative disclosure when disclosing certain financial measures outside its financial statements, the Proposed Amendments allow an issuer to incorporate certain disclosure by reference to the notes in its financial statements.
• Adding prominence requirements for additional subtotals: The Proposed Amendments introduce the term "additional subtotal", which means a subtotal that (i) is disclosed in the primary financial statements of an entity, (ii) is not a financial measure defined, listed, or set out in the accounting principles applied to prepare the entity's financial statements, and (iii) is not a specified financial measure (as defined in NI 52-112). Under the Proposed Amendments, issuers cannot disclose additional subtotals outside of an entity's financial statements unless the document also discloses the most directly comparable financial measure that is disclosed in the entity's primary financial statements, and the additional subtotal is no more prominent than the comparable financial measure.

Other Considerations

The CSA is aware that the IASB is evaluating whether to require disclosure of other financial measures historically considered to be non-GAAP financial measures beyond MPMs in the notes to the financial statements. The CSA did not account for the potential outcome of the IASB's initiatives in the Proposed Amendments; however, the CSA will monitor developments in this respect and assess whether future amendments to NI 52-112 are required.

Request for Comment

The CSA requests feedback on the Proposed Amendments. The comment period closes on February 11, 2026.

Bennett Jones would be pleased to assist your organization with submitting feedback on the current CSA proposal.

If you have any questions, please contact a member of the Bennett Jones Capital Markets group.